News Release

Worldpay Reports Fourth Quarter and Full-Year 2017 Results

Strong Results Highlight Positive Outlook for Newly Combined Company

CINCINNATI and LONDON, Feb. 28, 2018 /PRNewswire/ -- Worldpay, Inc. (NYSE: WP, LSE: WPY) ("Worldpay" or the "Company") today announced financial results for the fourth quarter and full-year financial results for predecessor companies Vantiv, Inc. and Worldpay Group plc for the quarterly and full-year periods ended December 31, 2017. The Company also provided guidance for the combined Company for the first quarter and full-year 2018 and furnished non-GAAP supplemental "historical as if combined" pro forma financial results for 2017 and 2016. Vantiv, Inc.'s acquisition of Worldpay Group plc closed on January 16, 2018.

"Both of our heritage companies performed well during 2017's fourth quarter, creating momentum for Worldpay as the leader in the rapidly expanding global payments industry," said Charles Drucker, chairman and co-chief executive officer.

Philip Jansen, co-chief executive officer at Worldpay, added "Differentiated by our technological capabilities, distribution, scale, and talented colleagues, Worldpay is uniquely able to power global integrated omni-commerce, positioning us to do more for our clients together than either company could have achieved on its own."

Vantiv, Inc. Fourth Quarter and Full-Year 2017 Results

(unaudited)

(in millions, except share data)

Three Months Ended

Year Ended

December 31, 2017

December 31, 2016

% Change

December 31, 2017

December 31, 2016

% Change

Total revenue

$

1,066

$

955

12%

$

4,026

$

3,579

13%

Net revenue

569

502

13%

2,123

1,905

11%

Merchant Services

484

412

17%

1,787

1,546

16%

Financial Institution Services

85

90

(5)%

336

359

(6)%

Adjusted EBITDA

282

248

13%

1,018

912

12%

GAAP Net loss per diluted share attributable to Vantiv, Inc.

$

(0.37)

$

0.29

(228)%

$

0.80

$

1.32

(39)%

Adjusted net income per share

$

0.97

$

0.75

29%

$

3.37

$

2.73

23%

Worldpay Group plc Fourth Quarter and Full-Year 2017 Results

(unaudited)

(in millions)

Three Months Ended

Year Ended

December 31, 2017

December 31, 2016

% Change

Foreign Currency Neutral

December 31, 2017

December 31, 2016

% Change

Foreign Currency Neutral

Total revenue

£

1,293

£

1,235

5%

8%

£

5,071

£

4,541

12%

9%

Net Revenue

317

301

5%

7%

1,221

1,124

9%

7%

Gross Profit

277

266

4%

6%

1,067

985

8%

7%

Global eCom

113

93

21%

21%

424

357

19%

19%

WPUK

104

106

(1)%

(1)%

404

397

2%

2%

WPUS

60

67

(10)%

(5)%

239

231

3%

(2)%

Underlying EBITDA

143

130

10%

11%

520

468

11%

11%

Worldpay, Inc. Combined Company First Quarter and Full-Year Financial Outlook

(in millions, except share data)

Three Months Ended March 31,

Year Ended December 31,

2018 Outlook(1)

2017 Actuals(2)

2018 Outlook(1)

2017 Actuals(2)

Net revenue

$825 - $840

$470

$3,800 - $3,890

$2,123

GAAP Net income per diluted share attributable to Worldpay, Inc

$(0.51) - $(0.46)

$0.17

$0.56 - $0.71

$0.80

Adjusted net income per share

$0.76 - $0.79

$0.68

$3.66 - $3.76

$3.37

(1)

Combined company guidance excludes Worldpay Group plc Net Revenue and EPS contribution for the period prior to the transaction closing from January 1, 2018 - January 15, 2018. Combined company guidance is based on an assumed exchange rate of U.S. dollar/pound sterling of $1.35.

(2)

2017 actuals include Vantiv, Inc. results only.

Assuming the transaction closed on January 1, 2017, Net Revenue outlook for three months and full year ended 2018 would have been $890-$905 million and $3,865-$3,955 million, representing revenue growth of 9-11% and 7-9%, respectively.

Supplemental InformationThe company is providing non-GAAP supplemental information to illustrate what the combined Vantiv, Inc./Worldpay Group plc adjusted financial results would have been, given the assumptions outlined in the supplemental materials, had the transaction been effective at the beginning of 2016. Refer to the "Supplemental Information" section that begins on page 12.

Earnings Conference Call and Audio WebcastThe Company will host a conference call to discuss the fourth quarter and full-year 2017 financial results today at 8:00 a.m. ET. The conference call can be accessed live over the phone in the U.S. and Canada by dialing (888) 710-4011, in the U.K. by dialing 0800 404 7655, or for international callers (719) 325-4891, and referencing code 5521502. A replay will be available approximately two hours after the call concludes and can be accessed for the U.S. and Canada by dialing (888) 203-1112, in the U.K. by dialing 0808 101 1153, or for international callers (719) 457-0820, and entering replay passcode 5521502. The call will also be webcast live from the Company's investor relations website at http://investor.worldpay.com. Following completion of the call, a recorded replay of the webcast will be available on the website.

About Worldpay, Inc.Worldpay, Inc. (NYSE: WP; LSE: WPY) is a leading payments technology company with unique capability to power global integrated omni-commerce. With industry-leading scale and an unmatched integrated technology platform, Worldpay offers clients a comprehensive suite of products and services globally, delivered through a single provider.

Worldpay processes over 40 billion transactions annually through more than 300 payment types across 146 countries and 126 currencies. The company's growth strategy includes expanding into high-growth markets, verticals and customer segments, including global eCommerce, Integrated Payments and B2B.

Worldpay, Inc. was formed in 2018 through the combination of the No. 1 merchant acquirers in the U.S. and the U.K. Worldpay, Inc. trades on the New York Stock Exchange as "WP" and the London Stock Exchange as "WPY."

Non-GAAP and Pro Forma Financial MeasuresThis earnings release presents non-GAAP and pro forma financial information including net revenue, adjusted EBITDA, Underlying EBITDA, adjusted net income, and adjusted net income per share. These are important financial performance measures for the Company, but are not financial measures as defined by GAAP. The presentation of this financial information is not intended to be considered in isolation of or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company uses these non-GAAP and adjusted financial performance measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. Reconciliations of these measures to the most directly comparable GAAP financial measures are presented in the attached schedules.

Forward-Looking StatementsThis release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this release are forward-looking statements including any statements regarding guidance and statements of a general economic or industry specific nature. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, guidance, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

The forward-looking statements contained in this release are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you review and consider information presented herein, you should understand that these statements are not guarantees of future performance or results. They depend upon future events and are subject to risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual future performance or results and cause them to differ materially from those anticipated in the forward-looking statements. Certain of these factors and other risks are discussed in the company's filings with the U.S. Securities and Exchange Commission (the "SEC") and include, but are not limited to: (i) our ability to adapt to developments and change in our industry; (ii) competition; (iii) unauthorized disclosure of data or security breaches; (iv) systems failures or interruptions; (v) our ability to expand our market share or enter new markets; (vi) our ability to successfully integrate the businesses of our predecessor companies; (vii) our ability to identify and complete acquisitions, joint ventures and partnerships; (viii) failure to comply with applicable requirements of Visa, MasterCard or other payment networks or changes in those requirements; (ix) our ability to pass along fee increases; (x) termination of sponsorship or clearing services; (xi) loss of clients or referral partners; (xii) reductions in overall consumer, business and government spending; (xiii) fraud by merchants or others; (xiv) a decline in the use of credit, debit or prepaid cards; (xv) consolidation in the banking and retail industries; (xvi) changes in foreign currency exchange rates; (xvii) the effects of governmental regulation or changes in laws; (xviii) geopolitical, regulatory, tax and business risks associated with our international operations; and (xix) outcomes of future litigation or investigations and our dual-listings with the NYSE and LSE. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements. More information on potential factors that could affect the company's financial results and performance is included from time to time in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the company's periodic reports filed with the SEC, including the company's most recently filed Annual Report on Form 10-K and its subsequent filings with the SEC.

Any forward-looking statement made by us in this release speaks only as of the date of this release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Net (loss) income per share attributable to Worldpay, Inc. Class A common stock:

Basic

$

(0.37)

$

0.30

(223)%

$

0.81

$

1.37

(41)%

Diluted(4)

$

(0.37)

$

0.29

(228)%

$

0.80

$

1.32

(39)%

Shares used in computing net (loss) income per share of Class A common stock:

Basic

161,554,183

157,355,173

161,293,062

156,043,636

Diluted

161,554,183

162,201,382

162,807,146

162,115,549

Non Financial Data:

Transactions (in millions)

6,877

6,700

3%

26,289

24,973

5%

(1)

Net revenue is revenue, less network fees and other costs which primarily consist of pass through expenses incurred by us in connection with providing processing services to our clients, including Visa and Mastercard network association fees and payment network fees.

(2)

Non-operating income for the three months and year ended December 31, 2017 primarily consists of a gain of approximately $418.9 million relating to the impact to the tax receivable agreement ("TRA") liability as a result of the Tax Cuts and Jobs Act ("Tax Reform") being enacted on December 22, 2017 and an unrealized gain of approximately $8.7 million for the three months and $33.1 million for the year ended, respectively, relating to the change in fair value of a deal contingent forward entered into in connection with the Worldpay Group plc acquisition, partially offset by the change in fair value of a TRA entered into as part of the acquisition of Mercury ("Mercury TRA"). Non-operating expense for the three months and year ended December 31, 2016 relates to the change in fair value of the Mercury TRA as well as expenses relating to the refinancing of our senior secured credit facilities in October 2016.

(3)

Primarily includes an adjustment of $363.6 million to deferred taxes for the change in tax rates and the impact to the TRA discussed in (2) above, both resulting from the Tax Reform enacted on December 22, 2017.

(4)

Due to our structure as a C corporation and Vantiv Holding's structure as a pass-through entity for tax purposes, the numerator in the diluted net income per share calculation is adjusted to reflect our income tax expense at an expected effective tax rate assuming the conversion of the Class B units of Vantiv Holding into shares of our Class A common stock. During the three months and year ended December 31, 2017, approximately 15.3 million and 27.2 million weighted-average dilutive Class B units of Vantiv Holding were excluded in computing diluted net income per share because including them would have an antidilutive effect. During the three months and year ended December 31, 2016, approximately 35.0 million weighted-average Class B units of Vantiv Holding were excluded in computing diluted net income per share because including them would have an antidilutive effect. As the Class B units of Vantiv Holding were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of basic net income per share for the three months and year ended December 31, 2017 and 2016. Additionally, due to the net loss for the three months ended December 31, 2017, any remaining potentially dilutive securities were also excluded from the denominator in computing dilutive net income per share.

Schedule 2

Worldpay, Inc.

Adjusted Net Income

(Unaudited)

(in thousands, except share data)

Three Months Ended

Year Ended

December 31,

December 31,

December 31,

December 31,

2017

2016

% Change

2017

2016

% Change

Income before applicable income taxes

$

501,133

$

103,220

385%

$

813,712

$

422,724

92%

Non-GAAP Adjustments:

Transition, acquisition and integration costs(1)(3)

62,260

15,226

309%

130,146

37,558

247%

Share-based compensation(3)

12,787

9,979

28%

47,855

35,871

33%

Intangible amortization(2)(3)

56,369

48,118

17%

217,849

190,822

14%

Non-operating (income) expenses(4)

(419,154)

21,307

NM

(432,826)

36,256

NM

Non-GAAP adjusted income before applicable income taxes

213,395

197,850

8%

776,736

723,231

7%

Less: Adjustments

Adjusted tax expense(5)

38,989

50,108

(22)%

133,804

184,203

(27)%

Adjusted tax rate

18%

25%

17%

25%

Other(6)

661

(381)

NM

1,804

1,200

50%

Adjusted net income

$

173,745

$

148,123

17%

$

641,128

$

537,828

19%

Adjusted net income per share

$

0.97

$

0.75

29%

$

3.37

$

2.73

23%

Adjusted shares outstanding(7)

178,625,196

197,244,208

190,052,282

197,158,375

Non-GAAP and Adjusted Financial MeasuresThis schedule presents non-GAAP and adjusted financial measures, which are important financial performance measures for the Company, but are not financial measures as defined by GAAP. Such financial measures should not be considered as alternatives to GAAP, and such measures may not be comparable to those reported by other companies.

Adjusted net income is derived from GAAP income before applicable income taxes and adjusted for the following items described below:

(1)

Represents acquisition and integration costs incurred in connection with our acquisitions, charges related to employee termination benefits and other transition activities. Included in Transition, acquisition and integration costs for the three months and year ended December 31, 2017 is a charge of $3.5 million and $41.5 million, respectively, to G&A related to a settlement agreement stemming from legacy litigation of an acquired company.

(2)

Represents amortization of intangible assets acquired through business combinations and customer portfolio and related asset acquisitions.

(3)

Below are the adjustments to Other operating costs, General and administrative and Depreciation and amortization.

Three Months Ended December 31, 2017

Three Months Ended December 31, 2016

Transition, Acquisition & Integration

Share-Based Compensation

Amortization Of Intangible Assets

Transition, Acquisition & Integration

Share-Based Compensation

Amortization Of Intangible Assets

Other operating costs

$

4,018

$

—

$

—

$

1,133

$

—

$

—

General and administrative

58,242

12,787

—

14,093

9,979

—

Depreciation and amortization

—

—

56,369

—

—

48,118

Total adjustments

$

62,260

$

12,787

$

56,369

$

15,226

$

9,979

$

48,118

Year Ended December 31, 2017

Year Ended December 31, 2016

Transition, Acquisition & Integration

Share-Based Compensation

Amortization Of Intangible Assets

Transition, Acquisition & Integration

Share-Based Compensation

Amortization Of Intangible Assets

Other operating costs

$

14,864

$

—

$

—

$

8,877

$

—

$

—

General and administrative

115,282

47,855

—

28,681

35,871

—

Depreciation and amortization

—

—

217,849

—

—

190,822

Total adjustments

$

130,146

$

47,855

$

217,849

$

37,558

$

35,871

$

190,822

(4)

Non-operating (income) expense for the three months and year ended December 31, 2017 and 2016 primarily consists of the following:

Expenses related to refinancing of senior secured credit facilities and other

5,184

16,713

5,169

16,782

Non-operating (income) expense

$

(419,154)

$

21,307

$

(432,826)

$

36,256

(5)

Represents adjusted income tax expense to reflect an effective tax rate of 34% for 2017 and 36% for 2016, assuming the conversion of the Class B units of Vantiv Holding into shares of Class A common stock, including the tax effect of adjustments described above. The 2017 effective tax rate includes the impact of the excess tax benefits relating to stock compensation as a result of the Company adopting new stock compensation accounting guidance on January 1, 2017 which requires those benefits to be recorded in income tax expense. Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, and to the tax basis step up associated with our separation from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements.

The adjusted shares outstanding include 17.1 million and 27.2 million weighted average Class B units of Vantiv Holding and other potentially dilutive securities that are excluded from the GAAP dilutive net income per share calculation for the three months and year ended December 31, 2017, respectively, because including them would have an antidilutive effect. The adjusted shares outstanding include 35.0 million weighted-average Class B units that are excluded from the GAAP dilutive net income per share calculation for the three months and year ended December 31, 2016 because including them would have an antidilutive effect.

Schedule 3

Worldpay, Inc.

Segment Information

(Unaudited)

(in thousands)

Merchant Services

Three Months Ended December 31,

2017

2016

% Change

Total revenue

$

952,192

$

831,918

14%

Network fees and other costs

468,640

419,470

12%

Net revenue

483,552

412,448

17%

Sales and marketing

166,851

141,835

18%

Segment profit

$

316,701

$

270,613

17%

Non-financial data:

Transactions (in millions)

6,031

5,711

6%

Net revenue per transaction

$

0.0802

$

0.0722

11%

Year Ended December 31,

2017

2016

% Change

Total revenue

$

3,567,533

$

3,082,951

16%

Network fees and other costs

1,780,179

1,537,072

16%

Net revenue

1,787,354

1,545,879

16%

Sales and marketing

646,479

557,942

16%

Segment profit

$

1,140,875

$

987,937

15%

Non-financial data:

Transactions (in millions)

22,747

20,955

9%

Net revenue per transaction

$

0.0786

$

0.0738

7%

Financial Institution Services

Three Months Ended December 31,

2017

2016

% Change

Total revenue

$

113,554

$

123,214

(8)%

Network fees and other costs

28,167

33,250

(15)%

Net revenue

85,387

89,964

(5)%

Sales and marketing

5,573

6,686

(17)%

Segment profit

$

79,814

$

83,278

(4)%

Non-financial data:

Transactions (in millions)

846

989

(14)%

Net revenue per transaction

$

0.1009

$

0.091

11%

Year Ended December 31,

2017

2016

% Change

Total revenue

$

458,944

$

496,040

(7)%

Network fees and other costs

122,986

137,158

(10)%

Net revenue

335,958

358,882

(6)%

Sales and marketing

23,027

24,309

(5)%

Segment profit

$

312,931

$

334,573

(6)%

Non-financial data:

Transactions (in millions)

3,542

4,018

(12)%

Net revenue per transaction

$

0.0948

$

0.0893

6%

Schedule 4

Worldpay, Inc.

Condensed Consolidated Statements of Financial Position

(Unaudited)(in thousands)

December 31, 2017

December 31, 2016

Assets

Current assets:

Cash and cash equivalents

$

126,503

$

139,148

Accounts receivable—net

985,888

940,052

Related party receivable

736

1,751

Settlement assets

142,010

152,490

Prepaid expenses

33,524

39,229

Other

83,951

15,188

Total current assets

1,372,612

1,287,858

Customer incentives

68,365

67,288

Property, equipment and software—net

473,723

348,553

Intangible assets—net

678,532

787,820

Goodwill

4,172,964

3,738,589

Deferred taxes

739,524

771,139

Proceeds from senior unsecured notes

1,135,205

—

Other assets

26,048

42,760

Total assets

$

8,666,973

$

7,044,007

Liabilities and equity

Current liabilities:

Accounts payable and accrued expenses

$

622,871

$

471,979

Related party payable

9,013

3,623

Settlement obligations

816,235

801,381

Current portion of note payable

107,897

131,119

Current portion of tax receivable agreement obligations to related parties

190,220

191,014

Current portion of tax receivable agreement obligations

55,324

60,400

Deferred income

18,879

7,907

Current maturities of capital lease obligations

8,044

7,870

Other

5,975

13,719

Total current liabilities

1,834,458

1,689,012

Long-term liabilities:

Note payable

5,586,348

3,089,603

Tax receivable agreement obligations to related parties

489,780

451,318

Tax receivable agreement obligations

45,247

86,640

Capital lease obligations

4,456

13,223

Deferred taxes

65,617

62,148

Other

40,413

44,774

Total long-term liabilities

6,231,861

3,747,706

Total liabilities

8,066,319

5,436,718

Commitments and contingencies

Equity:

Total equity (1)

600,654

1,607,289

Total liabilities and equity

$

8,666,973

$

7,044,007

(1)

Includes equity attributable to non-controlling interests.

Schedule 5

Worldpay, Inc.

Consolidated Statements of Cash Flows

(Unaudited)(in thousands)

Year Ended

December 31, 2017

December 31, 2016

Operating Activities:

Net income

$

182,692

$

280,871

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

318,493

270,054

Amortization of customer incentives

24,347

25,818

Amortization and write-off of debt issuance costs

5,989

22,584

Unrealized gain on foreign currency forward

(33,108)

—

Share-based compensation expense

47,855

35,871

Deferred tax expense

596,802

79,668

Excess tax benefit from share-based compensation

—

(12,167)

Tax receivable agreements non-cash items

(421,663)

(3,928)

Other

3,966

467

Change in operating assets and liabilities:

Accounts receivable and related party receivable

(38,914)

(212,862)

Net settlement assets and obligations

25,334

79,719

Customer incentives

(24,502)

(42,548)

Prepaid and other assets

(1,214)

39,636

Accounts payable and accrued expenses

125,103

92,749

Payable to related party

5,390

(1,075)

Other liabilities

(31,759)

(9,722)

Net cash provided by operating activities

784,811

645,135

Investing Activities:

Purchases of property and equipment

(110,805)

(118,194)

Acquisition of customer portfolios and related assets and other

(41,784)

(23,627)

Purchase of derivative instruments

—

(21,523)

Cash used in acquisitions, net of cash acquired

(531,534)

(406,777)

Net cash used in investing activities

(684,123)

(570,121)

Financing Activities:

Proceeds from issuance of long-term debt

1,270,000

3,234,375

Proceeds from issuance of senior unsecured notes

1,135,205

—

Repayment of debt and capital lease obligations

(143,708)

(3,084,922)

Borrowings on revolving credit facility

8,442,000

1,250,000

Repayment of revolving credit facility

(8,217,000)

(1,250,000)

Payment of debt issuance costs

(27,621)

(20,115)

Proceeds from issuance of Class A common stock under employee stock plans

Non-GAAP Financial MeasuresThis schedule presents adjusted EBITDA, which is an important financial performance measure for the Company, but is not a financial measure as defined by GAAP. Such financial measure should not be considered as an alternative to GAAP net income, and such measure may not be comparable to those reported by other companies.

(1)

See note (3) in Schedule 1.

(2)

See note (4) in Schedule 2.

(3)

See note (3) in Schedule 2.

Schedule 7

Worldpay, Inc.

Outlook Summary

(Unaudited)

First Quarter Financial Outlook

Full Year Financial Outlook

Three Months Ended March 31,

Year Ended December 31,

2018 Outlook(1)

2017 Actual(2)

2018 Outlook(1)

2017 Actual(2)

GAAP net income per share attributable to Worldpay, Inc.

($0.51) - ($0.46)

$0.17

$0.56 - $0.71

$0.80

Adjustments to reconcile GAAP to non-GAAP adjusted net income per share(3)

$1.27 - $1.25

$0.51

$3.10 - $3.05

$2.57

Adjusted net income per share

$0.76 - $0.79

$0.68

$3.66 - $3.76

$3.37

Non-GAAP and Adjusted Financial MeasuresThis schedule presents non-GAAP and adjusted financial measures, which are important financial performance measures for the Company, but are not financial measures as defined by GAAP. Such financial measures should not be considered as alternatives to GAAP, and such measures may not be comparable to those reported by other companies.

(1)

Combined company guidance excludes Worldpay Group plc EPS contribution for the period prior to the transaction closing from January 1, 2018 to January 15, 2018. Combined company guidance is based on an assumed exchange rate of U.S. dollar/pound sterling of $1.35.

(2)

2017 actuals include Vantiv, Inc. results only.

(3)

Represents estimated ranges of adjustments for the following items: (a) acquisition and integration costs incurred in connection with our acquisitions, charges related to employee termination benefits and other transition activities; (b) share-based compensation; (c) amortization of intangible assets acquired in business combinations and customer portfolio and related asset acquisitions; (d) non-operating expense is primarily associated with the change in the fair value of a TRA entered into as part of the acquisition of Mercury and a realized gain of approximately $56 million relating to the settlement of a deal contingent forward entered into in connection with the acquisition of Worldpay Group plc (e) adjustments to income tax expense to reflect an effective tax rate for the three months ended March 31, 2018 and the full year 2018 based on Tax Reform and a new tax structure, assuming conversion of the Fifth Third Bank non-controlling interests into shares of Class A common stock, including the tax effect of adjustments described above; and (f) tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, and to the tax basis step up associated with our separation from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements.

PRELIMINARY ADJUSTED COMBINED SUPPLEMENTAL INFORMATION

We are providing this preliminary supplemental non-GAAP (Generally Accepted Accounting Principles) information to illustrate what the combined Vantiv, Inc./Worldpay Group plc (Company renamed Worldpay, Inc.) would have been had the transactions been effective at the beginning of 2016 with the new segment reporting structure, given the assumptions contained therein.

Management uses the preliminary adjusted combined non-GAAP supplemental information for purposes of evaluating business unit and consolidated company performance. The company therefore believes that the non-GAAP measures presented provide useful information to investors by allowing them to view the company's businesses through the eyes of management, facilitating comparison of results across historical periods and providing a focus on the underlying ongoing operating performance of its businesses.

The company uses the preliminary adjusted combined non-GAAP supplemental information to supplement the financial information presented for Vantiv, Inc. on a GAAP historical basis. This non-GAAP supplemental information is not to be considered in isolation from or as a substitute for the related GAAP measures and should be read only in conjunction with financial information presented on a GAAP basis.

The preliminary historical adjusted combined financial information contained in the following supplemental information is for informational purposes only. These results do not necessarily reflect what the historical results of Worldpay, Inc. would have been if the acquisition of Worldpay Group plc had occurred on January 1, 2016. Nor is this information necessarily indicative of the future results of operations of Worldpay, Inc. The preparation of the preliminary adjusted combined financial information includes the use of estimates that may not have been accurate and assumptions that may not have been valid had the transactions occurred on January 1, 2016. However management believes them to be reasonable.

The preliminary historical adjusted combined financial information is not pro forma information prepared in accordance with Article 11 of SEC regulation S-X, and the preparation of information in accordance with Article 11 would result in a significantly different presentation.

The preliminary historical adjusted combined financial information constitutes forward-looking information and is subject to certain risks and uncertainties that could cause actual amounts to differ materially from those anticipated. See "Risk Factors" and "Cautionary Statements Regarding Forward Looking Information" included in our 2017 Annual Report on Form 10-K or as amended in subsequent filings.

The preliminary historical adjusted combined amounts reflect the historical combined results of Vantiv, Inc. and Worldpay Group plc., including information for the following combined company segments.

Non-GAAP and Adjusted Financial MeasuresThis schedule presents non-GAAP and adjusted financial measures, which are important financial performance measures for the Company, but are not financial measures as defined by GAAP. Such financial measures should not be considered as alternatives to GAAP, and such measures may not be comparable to those reported by other companies.

(1)

Net revenue is revenue, less network fees and other costs which primarily consist of pass through expenses incurred by us in connection with providing processing services to our clients, including Visa and Mastercard network association fees and payment network fees.

Excludes amortization of intangible assets acquired through business combinations and customer portfolio and related asset acquisitions.

(5)

Represents adjusted income tax expense assuming the conversion of the Class B units of Vantiv Holding into shares of Class A common stock, including the tax effect of adjustments described above. The 2017 effective tax rate includes the impact of the excess tax benefits relating to stock compensation as a result of the Company adopting new stock compensation accounting guidance on January 1, 2017 which requires those benefits to be recorded in income tax expense. Also includes tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, and to the tax basis step up associated with our separation from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements.